Board/Minutes/2021-02-S2S/Discuss paid votes - steps towards Annual General Meeting resolution

From OpenStreetMap Foundation

Discuss paid votes, steps towards Annual General Meeting (AGM) resolution

Notes by participants. Might be enriched. Some points were not included, after request.

This session took place in parallel with "How do we define “core”, in terms of categories (e.g. software) and what is in each category?". A summary was provided to the other group.

Acronyms

Participants

Board members

  • Guillaume Rischard
  • Mikel Maron
  • Rory McCann

The rest of the board members participated in the parallel session.

Biographies.

Background

The following resolution passed with 78.6% during the 2020 Annual General Meeting (AGM):

"Instruct the board to investigate how susceptible OSMF members are to being forced, or coerced, to voting a certain way, and investigate how easy it is to purchase votes in the OSMF. Since the Board agrees that the OSMF should be a democratic society, controlled by its members voting in free and fair votes, the board shall investigate if a change should be made to the Articles of Association (AoA) to safeguard and protect that goal, and consider whether an AoA amendment should be proposed to the OSMF members within the next 12 months"

Rationale.

Some related board discussions/links:

Collaborative notes

What is not covered

  • Employers paying for OSMF membership.
  • Co-workers chatting over the coffee machine about OSMF membership.
  • Co-workers using employer provided tools to talk about the OSMF elections (e.g. talking about an OSMF elections on the work slack server).

Examples of what is covered:

  • Hostile group or company purchasing OSMF by hiring X employees and contractually requiring them to vote a certain way and then controlling the OSMF board.

Goals of a hostile take over

  • Eliminating competition.
  • Gaining control of our money.
  • Gain control of trademarks & licence in order to sue OSM data users.

Notes:

  • Communicating this properly to the OSM community is important.
  • This does not mean that people employed in the OSM space cannot express opinions on the OSMF voting process; this is about coerced votes.
  • This is not intended to disenfranchise anyone who works in the OSM space.
  • Talk to certain OSMers for ideas on how one would do such a hostile take over.

Decisions

  • Any action requires careful communication.
  • See above for things that are not covered by this.
  • Investigation needs to be done.

Action items

  • Guillaume to ask Steve Friedl (Membership Working Group) if he wants to have a conversation with the Board about this.
  • Mikel to set up call with Board and external expert as part of investigation phase.
  • Rory to email OSMF pro-bono lawyer.
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